THE SCHOOL DISTRICT OF PHILADELPHIA
NOTICE OF SPECIAL MEETING OF THE SCHOOL REFORM COMMISSION
NOTICE OF INCURRING OF LEASE RENTAL DEBT
AND SUMMARY OF PROPOSED DEBT RESOLUTION
NOTICE IS HEREBY GIVEN that at a special meeting of the School Reform Commission of the School District of Philadelphia ("School District") to be duly called and held on Thursday, March 26, 2015 at 11:00 a.m., Philadelphia time, in the Auditorium of the School District Education Center located at 440 North Broad Street, Philadelphia, Pennsylvania or at a meeting to be duly called and held on a date which is not more than thirty (30) days nor less than three (3) days from the date of publication of this Notice, the School Reform Commission will consider and act upon a resolution ("Resolution") entitled:
RESOLUTION NO. SRC-2
OF THE SCHOOL REFORM COMMISSION OF THE SCHOOL DISTRICT OF PHILADELPHIA
AUTHORIZING AND DIRECTING THE INCURRENCE OF LEASE RENTAL DEBT THROUGH THE EXECUTION OF A THIRD SUPPLEMENTAL LEASE AND A THIRD SUPPLEMENTAL SUBLEASE TO SECURE THE ISSUANCE BY THE STATE PUBLIC SCHOOL BUILDING AUTHORITY ("AUTHORITY") OF SCHOOL LEASE REVENUE REFUNDING BONDS (THE SCHOOL DISTRICT OF PHILADELPHIA PROJECT), SERIES 2015A IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO EIGHTY MILLION DOLLARS ($80,000,000) ("2015 BONDS") FOR THE PURPOSE OF PROVIDING FUNDS TO FINANCE THE REFUNDING PROJECT (HEREIN DEFINED); APPROVING THE REFUNDING PROJECT; REQUESTING THE AUTHORITY TO UNDERTAKE THE REFUNDING PROJECT AND TO ENTER INTO A BOND PURCHASE CONTRACT; APPROVING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH BOND PURCHASE CONTRACT; DIRECTING THE CHIEF FINANCIAL OFFICER OR DEPUTY CHIEF FINANCIAL OFFICER OF THE SCHOOL DISTRICT TO PREPARE AND VERIFY THE REQUIRED DEBT STATEMENT AND APPEND THERETO A BORROWING BASE CERTIFICATE; APPROVING THE THIRD SUPPLEMENTAL LEASE AND THE THIRD SUPPLEMENTAL SUBLEASE AND THE PAYMENT OF BASE RENTAL PAYMENTS AND ADDITIONAL RENTAL PAYMENTS UNDER THE SAME; APPROVING AND DIRECTING THE EXECUTION AND DELIVERY OF A THIRD AMENDMENT TO INTERCEPT AGREEMENT TO SUPPORT THE PAYMENT OF BASE RENTAL PAYMENTS UNDER THE SUBLEASE; COVENANTING THAT THE SCHOOL DISTRICT SHALL INCLUDE THE AMOUNT OF ANNUAL BASE RENTAL PAYMENTS IN ITS BUDGET FOR EACH FISCAL YEAR AND APPROPRIATE AND PAY SUCH RENTAL PAYMENTS IN EACH SUCH FISCAL YEAR; REQUESTING THE AUTHORITY TO ENTER INTO A THIRD SUPPLEMENTAL INDENTURE WITH RESPECT TO THE 2015 BONDS; APPROVING THE AWARD OF SUCH 2015 BONDS BY THE AUTHORITY AT A PRIVATE SALE; AUTHORIZING AND DIRECTING THE CHIEF FINANCIAL OFFICER OR DEPUTY CHIEF FINANCIAL OFFICER OF THE SCHOOL DISTRICT TO CERTIFY AND TO FILE WITH THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CERTIFIED COPIES OF THE NECESSARY PROCEEDINGS; MAKING CERTAIN COVENANTS WITH RESPECT TO THE 2015 BONDS PURSUANT TO FEDERAL TAX LAW PROVISIONS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEMENT AND THE DISTRIBUTION THEREOF AND RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE INVESTMENT OF FUNDS BY THE TRUSTEE; AUTHORIZING THE PROPER OFFICERS OF THE SCHOOL DISTRICT TO DO ALL THINGS NECESSARY OR APPROPRIATE TO CARRY OUT THE PROJECT AND THE ISSUANCE OF THE 2015 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; AFFIRMING PRIOR ACTIONS OF THE SCHOOL DISTRICT; RESCINDING ALL INCONSISTENT RESOLUTIONS; AND MAKING CERTAIN OTHER DETERMINATIONS AND APPROVALS.
The contents of the Resolution are summarized as follows:
1. Section 1 authorizes the incurring of "lease rental debt" of the School District pursuant to the Pennsylvania Local Government Unit Debt Act, as amended ("Act"), in the principal amounts, maturities and rates of interest set forth therein, to be evidenced by the execution and delivery of the Third Supplemental Sublease Agreement ("Third Supplemental Sublease"), in connection with the issuance by the State Public School Building Authority ("Authority") of its School Lease Revenue Refunding Bonds (The School District of Philadelphia Project), Series 2015A ("2015 Bonds"), states the aggregate principal amount of the 2015 Bonds, and the purposes for which the 2015 Bonds are to be issued.
2. Section 2 approves the advance refunding of certain of the Authority's outstanding School Lease Revenue Bonds issued for the benefit of the School District, and the payment of the costs and expenses of issuing the 2015 Bonds (the "Refunding Project"), and provides the weighted average estimated useful life of the projects originally financed by the Refunded Bonds and the remaining weighted average estimated useful life.
3. Section 3 requests the Authority to undertake the Refunding Project, to issue and sell the 2015 Bonds and to enter into the purchase contract for the 2015 Bonds.
4. Section 4 authorizes and directs the Chief Financial Officer or Deputy Chief Financial Officer of the School District to prepare and verify a debt statement and to append thereto a borrowing base certificate as required by Section 8110 of the Act.
5. Section 5 authorizes the execution and delivery and approves the forms of the Third Supplemental Lease Agreement and the Third Supplemental Sublease. Section 5 also specifically approves the School District rental payments to the Authority under the Third Supplemental Sublease.
6. Section 6 sets forth the covenant of the School District with the Authority and the holders from time to time of the 2015 Bonds concerning budgeting, appropriating and paying all base rental payments due under the Sublease (as defined in the Resolution), pledges the School District's full faith, credit and taxing power within the limits prescribed by law to such payments and provides that such covenant shall be specifically enforceable.
7. Section 7 authorizes the execution and delivery and approves the form of the Third Amendment to Intercept Agreement.
8. Section 8 requests that the Authority enter into and approve the form of the Third Supplemental Indenture with the Trustee.
9. Section 9 authorizes a private sale by negotiation of the 2015 Bonds and requests the Authority award the 2015 Bonds at such private sale to the representative of the underwriters, pursuant to the purchase proposal, sets forth the purchase price for the 2015 Bonds and provides for the good faith deposit.
10. Section 10 authorizes the Chief Financial Officer or Deputy Chief Financial Officer of the School District to certify to and file with the Department of Community and Economic Development a complete copy of the proceedings taken in connection with the increase of debt authorized by the Resolution and to pay necessary filing fees in connection therewith.
11. Section 11 sets forth the covenants of the School District with respect to federal income tax laws relating to the 2015 Bonds.
12. Section 12 approves the form of the Official Statement of the Authority relating to the 2015 Bonds, authorizes the execution and distribution thereof and ratifies the distribution of the Preliminary Official Statement.
13. Section 13 authorizes and directs the Trustee to invest all funds held under the Indenture as directed by the School District.
14. Section 14 authorizes other appropriate actions by the proper officers of the School District.
15. Section 15 authorizes the Chief Financial Officer or Deputy Chief Financial Officer of the School District to execute and deliver a Continuing Disclosure Agreement for the benefit of the holders from time to time of the 2015 Bonds, and approves the form of the Continuing Disclosure Agreement.
16. Section 16 authorizes the Chairman or any Member of the Commission or the Chief Financial Officer of the School District to execute and deliver an Escrow Deposit Agreement, relating to the Refunding Project and approves the form of the Escrow Deposit Agreement. Section 16 also requests the Authority to appoint the Escrow Agent, directs the Authority to call for redemption the Refunded Bonds and to provide the appropriate notices thereof.
17. Section 17 ratifies, confirms and adopts all actions previously taken by or on behalf of the School District by authorized personnel or advisors.
18. Section 18 rescinds inconsistent resolutions.
19. Section 19 recites that the headings and preambles are not part of the Resolution and that in case any one or more provisions of the Resolution is held to be invalid, illegal or unenforceable in any respect, the other provisions of the Resolution shall not be affected, and the Resolutions shall be construed and enforced as if such provision had never been contained therein. Section 19 also states that no personal recourse shall be had for any claim based on the Resolution, the 2015 Bonds or other documents previously executed or executed in connection with the 2015 Bonds against members, officers or employees of the Commission or the School District.
20. Section 20 states that the Resolution shall be effective on the fifth day following advertisement of final adoption thereof.
Pursuant to Section 8107 of the Act, certain of the items referred to in Sections 1 and 9, described above, will be completed on adoption of the Resolution from the purchase proposal referred to in Section 9. Certain other amendments may also be made during final adoption of the Resolution, as shall be determined by the Commission.
The Resolution may be amended prior to adoption by the Commission as it deems appropriate. If the Resolution is adopted, a notice of adoption, including a summary of the omitted details, the principal amount of the 2015 Bonds authorized and a summary of any other amendments made to the Resolution prior to final adoption will be advertised after adoption in accordance with the Act.
The full text of the Resolution as proposed may be examined by any citizen in the Office of Parent, Community and Family Engagement of the School District, 440 North Broad Street, Suite 114, Philadelphia, Pennsylvania 19130, on any business day (except Saturday and Sunday) from 8:30 a.m. to 4:30 p.m., Philadelphia time.
Persons wishing to address the Commission at the Special Meeting must register by calling the School District Office of Parent, Community and Family Engagement at (215) 400-4180 no later than by 4:30 p.m. on the business day immediately preceding the day of such meeting.
THE SCHOOL DISTRICT OF PHILADELPHIA
BY: SCHOOL REFORM COMMISSION
Ref# 0003205395-01
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